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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 8-K/A
(Amendment No. 1)
 CURRENT REPORT
 
 LOUDEYE CORP.
  Delaware

    0-29583

    91-1908833(State or Other Jurisdiction
of Incorporation)
    
    (Commission
File Number)
    
    (IRS Employer
Identification No.)
 1130 Rainier Avenue SouthSeattle, Washington
    
    98144(Address of Principal Executive Offices)
    
    Zip Code
  
   o
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 o
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 o
    
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
 o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))




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Item 1.01     Entry into a Material Definitive Agreement.
  Item 1.02     Termination of a Material Definitive Agreement.
  Item 2.01     Completion of Acquisition or Disposition of Assets.
    
    
    Muze assumed Loudeyes web and mobile digital music commerce services, operating on
Loudeyes U.S.-based platform. Live customers of the service were O2 Germany, ATT Wireless
mMode MusicStore (now Cingular Wireless mMode Music) and BurnLounge. These digital music
service customer relationships represented less than 2% of Loudeyes total revenue for the
year ended December 31, 2005. Loudeye also assigned its rights under digital download
license agreements with the four major record labels for the United States, as required
for the live services now operated by Muze.
 
    
    Muze acquired Loudeyes encoding services operations, including encoding services for
EMI Music. Loudeye previously announced that encoding services for EMI Music, which
represented 14% of total revenue for the year ended December 31, 2005, were being
transitioned by EMI to a new service provider during the second quarter of 2006. Loudeye
also transferred U.S. Patent No. 6,873,877 relating to a distributed production system for
digitally encoding information to Muze, while Loudeye retained a non-exclusive license to
this patent.
 
    
    Muze acquired Loudeyes music sound samples services and all associated liabilities.
Samples services revenue represented approximately 4% of Loudeyes total revenue for the
year ended December 31, 2005. Transfer of the samples service operations was completed
through sale of all outstanding shares of capital stock of Loudeye Sample Services, Inc.,
a wholly owned subsidiary of Loudeye, to Muze.
 
    
    Muze acquired Loudeyes hosting and Internet radio services. Revenue from these
services represented approximately 4% of total revenue for the year ended December 31,
2005.




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Item 9.01 Financial Statements and Exhibits.
 (b) Pro forma Financial Information.
    Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2005
 Pro FormaAs Reported
    
    

Adjustments
    
    

As Adjusted(in thousands, except per share amounts)ASSETSCash and cash equivalents
    
    $
    6,932
    
    
    $
    11,000
    (a)(b)(c)
    
    $
    17,932Marketable securities
    
    
    2,113
    
    
    
    
    
    
    
    2,113Accounts receivable, net of allowance of $292
    
    
    5,132
    
    
    
    (100
    )(d)
    
    
    5,032Prepaids and other current assets
    
    
    1,212
    
    
    
    (100
    )(d)
    
    
    1,112Restricted cash
    
    
    1,810
    
    
    
    (1,000
    )(b)
    
    
    810Current assets of discontinued operations
    
    
    5
    
    
    
    
    
    
    
    5Total current assets
    
    
    17,204
    
    
    
    9,800
    
    
    
    27,004Property and equipment, net
    
    
    4,686
    
    
    
    (2,500
    )(c)
    
    
    2,186Goodwill
    
    
    44,213
    
    
    
    
    
    
    
    44,213Intangible assets, net
    
    
    3,116
    
    
    
    
    
    
    
    3,116Other assets, net
    
    
    189
    
    
    
    
    
    
    
    189Total assets
    
    $
    69,408
    
    
    $
    7,300
    
    
    $
    76,708LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable
    
    $
    3,701
    
    
    $
    100
    (d)
    
    $
    3,801Accrued compensation and benefits
    
    
    825
    
    
    
    
    
    
    
    825Accrued and other liabilities
    
    
    6,531
    
    
    
    
    
    
    
    6,531Deposits and deferred revenue
    
    
    6,061
    
    
    
    (300
    ) (d)
    
    
    5,761Current portion of long-term debt and capital lease obligations
    
    
    1,000
    
    
    
    (1,000
    ) (e)
    
    
    Current liabilities of discontinued operations
    
    
    981
    
    
    
    
    
    
    
    981Total current liabilities
    
    
    19,099
    
    
    
    (1,200
    )
    
    
    17,899Deposits and deferred revenue, net of current portion
    
    
    350
    
    
    
    
    
    
    
    350Common stock payable related to acquisition
    
    
    321
    
    
    
    
    
    
    
    321Total liabilities
    
    
    19,770
    
    
    
    (1,200
    )
    
    
    18,570STOCKHOLDERS EQUITYPreferred stock, $0.001 par value, 5,000 shares authorized,
none outstanding
    
    
    
    
    
    
    
    
    
    
    Common stock, additional paid-in capital and warrants;
for common stock $0.001 par value, 250,000 shares
authorized; 115,368 shares issued and outstanding
    
    
    296,020
    
    
    
    
    
    
    
    296,020Deferred stock compensation
    
    
    (888
    )
    
    
    
    
    
    
    (888
    )Accumulated deficit
    
    
    (242,645
    )
    
    
    8,500
    (f)
    
    
    (234,145
    )Accumulated other comprehensive income (loss)
    
    
    (2,849
    )
    
    
    
    
    
    
    (2,849
    )Total stockholders equity
    
    
    49,638
    
    
    
    8,500
    
    
    
    58,138Total liabilities and stockholders equity
    
    $
    69,408
    
    
    $
    7,300
    
    
    $
    76,708




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Pro Forma Condensed Consolidated Statement of Operations  For the Year Ended December 31, 2005
 Pro FormaAs Reported
    
    
    Adjustments
    
    
    As Adjusted(In thousands, except per share amounts)REVENUE
    
    $
    27,041
    
    
    $
    (6,800
    )(a)
    
    $
    20,241COST OF REVENUE (including stock based compensation of $92)
    
    
    25,082
    
    
    
    (6,900
    )(a)(b)
    
    
    18,182Gross profit
    
    
    1,959
    
    
    
    100
    
    
    
    2,059OPERATING EXPENSES:Sales and marketing (excluding stock based compensation of ($3))
    
    
    6,412
    
    
    
    (2,600
    )(a)(b)
    
    
    3,812Research and development (excluding stock based compensation of $15)
    
    
    8,404
    
    
    
    (5,700
    )(a)(b)
    
    
    2,704General and administrative (excluding stock based compensation of $238)
    
    
    13,057
    
    
    
    (400
    )(a)(b)
    
    
    12,657Amortization of intangibles
    
    
    235
    
    
    
    
    
    
    
    235Stock-based compensation
    
    
    250
    
    
    
    
    
    
    
    250Special charges (credits)  other
    
    
    (43
    )
    
    
    
    
    
    
    (43
    )Total operating expenses
    
    
    28,315
    
    
    
    (8,700
    )
    
    
    19,615LOSS FROM OPERATIONS
    
    
    (26,356
    )
    
    
    8,800
    
    
    
    (17,556
    )OTHER INCOME (EXPENSE):Interest income
    
    
    625
    
    
    
    500
    (c)
    
    
    1,125Interest expense
    
    
    (160
    )
    
    
    100
    (d)
    
    
    (60
    )Other income, net
    
    
    313
    
    
    
    
    
    
    
    313Total other income
    
    
    778
    
    
    
    600
    
    
    
    1,378Loss from continuing operations
    
    $
    (25,578
    )
    
    $
    9,400
    
    
    $
    (16,178
    )LOSS PER SHARE  BASIC AND DILUTED:From continuing operations
    
    $
    (0.24
    )
    
    $
    0.09
    
    
    $
    (0.15
    )Weighted average shares outstanding
    
    
    107,652
    
    
    
    107,652
    
    
    
    107,652




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(d) Exhibits.




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SIGNATURES
  Loudeye Corp.Dated: May 4, 2006
    By:
    /s/ Chris J. PollakChris J. PollakChief Financial Officer